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A Seller’s Guide to a Successful Mergers and Acquisitions Process

The Mergers and Acquisitions (M&A) process is exhausting. For most sellers, it’s a one-time experience like no other and a marathon business event. When done well, the process begins far in advance of the daunting “due diligence” phase and ends well beyond deal completion. This Seller’s guide summarizes key, and often overlooked, steps in a successful M&A process.

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Phase I: Preparation – Tidy Up and Create Your Dream Team.

Of course, our own kids are the best and brightest, and bring us great pride and joy. Business owners tend to be just as proud of the company they’ve built, the success of their creation, and the uniqueness of their offering. Sometimes this can cloud an objective view of opportunities for improvement that will drive incremental value in a M&A transaction.

For starters, sellers must ensure that company financial statements are in order. Few things scare off buyers or devalue a business more than sloppy financials. A buyer’s Quality of Earnings review during due diligence is the wrong time to identify common issues such as inconsistent application of the matching principle, classifying costs as capital vs. expense, improper accrual accounting, or unsubstantiated entries. In addition, the ability to quickly produce detailed reports – income statement; balance sheet; supplier, customer, product, and service line details; aging reports; certificates and licenses; and cost details – will not only drive up buyer confidence and valuations, but also streamline the overall process.

Key in accomplishing the items above as well as a successful transaction is having the right team in place. Customarily, this doesn’t involve a seller’s internal team as much as his or her outside trusted advisors and subject matter experts. These include a great CFO or accountant, a sell-side M&A broker, a M&A attorney, and a tax and wealth manager. There are countless stories of disappointed sellers who regretted consummating a less-than-favorable transaction after “doing it on their own.” The fees paid to these outside subject matter experts is generally a small part of the overall transaction value and pays for itself in transaction efficiency and improved deal economics.

Phase II: On Market – Sell It!

At this stage, sellers that have enlisted the help of a good M&A broker have few concerns. The best M&A advisors are very hands on and will manage a robust process that includes the creation of world class marketing materials, outreach breadth and depth, access to effective buyers, client preparation, and ongoing education and updates. The seller’s focus is, well, selling! With their advisor’s guidance, a ready seller has prepared in advance for calls and site visits. This includes thinking through the tough questions from buyers, rehearsing their pitch, articulating simple and clear messages regarding the company’s unique value propositions, tailoring growth ideas to suit different types of buyers, and readying the property to be “shown.”

Most importantly, sellers need to ensure their business delivers excellent financial performance during this time, another certain make-or-break criterion for a strong valuation and deal completion. In fact, many purchase price values are tied directly to the company’s trailing 12-month (TTM) performance at or near the time of close. For a seller, it can feel like having two full time jobs, simultaneously managing record company results and the M&A process, which is precisely why sellers should have a quality M&A broker by their side. During the sale process, which usually takes at least several months, valuations are directly impacted, up or down, based on the company’s TTM performance. And, given that valuations are typically based on a multiple of earnings, each dollar change in company earnings can have a 5 or 10 dollar change in valuation. At a minimum, sellers should run their business in the “normal course”, as if they weren’t contemplating a sale. The best outcomes are achieved when company performance is strong and sellers sprint through the finish line.

Phase III: Due Diligence – Time Kills Deals!

Once an offer is received, successfully negotiated with the help of an advisor, and accepted, due diligence begins. While the bulk of the cost for this phase is borne by the buyer, the effort is equally shared by both sides. It’s best to think of this phase as a series of sprints and remember the all-important M&A adage, “time kills deals!” Time kills deals because it introduces risk: business performance risk, buyer financing, budget, or portfolio risk, market risk, customer demand and supplier performance risks, litigation risk, employee retention risk, and so on. Once an offer is received and both sides wish to consummate a transaction, it especially behooves the seller to speed through this process as quickly as possible and avoid becoming a statistic in failed M&A deals.

The first sprint involves populating a virtual data room with the requested data, reports, and files that a buyer needs in order to conduct due diligence. The data request can seem daunting and may include over 100 items. Preparation in the first phase will come in handy here, as will assistance from the seller’s support team. The M&A broker is especially key in supporting, managing, and prioritizing items for the data room – based on the buyer’s due diligence sequence – and keeping all parties aligned and on track.

The second sprint requires excellent responsiveness by the seller. As the buyer reviews data and conducts analysis, questions will arise. Immediately addressing these questions keeps the process on track and avoids raising concerns. This phase likely also includes site visits by the buyer and third parties for on-site financial and environmental reviews, and property appraisals. They should be scheduled and completed without delay.

The third and final due diligence sprint involves negotiating the final purchase contract and supporting schedules, exhibits, and agreements; also known as “turning documents.” The seller’s M&A attorney is key in this phase. This is not the time for a generalist attorney or one that specializes in litigation, patent law, family law, or corporate law, or happens to be a friend of the family. Skilled M&A attorneys, like medical specialists, specialize in successfully completing M&A transactions on behalf of their clients. Their familiarity with M&A contracts and supporting documents, market norms, and skill in selecting and negotiating the right deal points, is the best insurance for a seller seeking a clean transaction with lasting success.

Phase IV: Post Sale – You’ve Got One Shot.

Whether a seller’s passion post-sale is continuing to grow the business, retire, travel, support charity, or a combination of these, once again, preparation is key. Unfortunately, many sellers don’t think about wealth management soon enough. A wealth advisor can and should provide input throughout the M&A process. Up front, they can assist in determining valuations needed to achieve the seller’s long-term goals. When negotiating offers and during due diligence, they encourage deal structures that optimize the seller’s cash flow and tax position. And post-close, sellers will greatly benefit from wealth management strategies, cash flow optimization, wealth transfer, investment strategies, and strategic philanthropy. Proper planning for post-sale success must start early and it takes time; and, it’s critical to have the right team of experienced professionals in place.

The M&A process is complex, it usually has huge implications for a seller and his or her company and family, and most sellers will only experience it once in a lifetime. Preparing in advance, building and leveraging the expertise of a dream team, and acting with a sense of urgency throughout the process will minimize risk, maximize the probability of a successful M&A transaction, and contribute to the seller’s success and satisfaction long after the
deal closes.

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Benchmark International completes Sale of MC2, INC to Stark Holdings America, INC.

TAMPA, FL - International M&A specialist, Benchmark International, has successfully negotiated the sale of its client, MC2, Inc. ("MC2 ") to Stark Holdings America, Inc. ("Stark"), formerly known as Stark Technologies Group, Inc., a New York corporation. 

Do you have an exit or growth strategy in place?

Based in Sanford, Florida, MC2 is recognized as Florida's automated control and security systems leader, with more than 20 years of on-site experience. MC2 has successfully evolved into a premier provider of engineered, state-of-the-art direct digital control, energy management systems, security access control, and closed circuit television systems, and lighting control for customers in both public and private sectors. 

Under President Roy G. Hoffman Jr.'s leadership, the company has successfully expanded and continues to increase its service footprint throughout the state of Florida. With a team of more than 50 knowledgeable engineers and technicians trained in a variety of automation and security systems, the company is prepared to deploy professionally designed systems to meet customers' specific needs. MC2' s flexibility allows the company to offer proprietary and non-proprietary systems, including integration services to third party systems, offering complete low voltage building solutions. 

Mr Hoffman stated, "While Benchmark was involved throughout the process, their assistance on getting extra value built into the deal after the acquirer's initial valuation was received really demonstrated their unique expertise and command of the process." 

With more than 29 years in business, Stark is a North American provider of comprehensive intelligent building and energy management solutions. The company boasts over 250 employees and has been involved in projects across all 50 states, as well as 1 0 Canadian Provinces. While Stark continues to experience year-over-year revenue growth, the acquisition of MC2 provides Stark with an expanded geographic presence in the Florida market. 

"MC2 is a compelling addition to Stark's platform, and we are truly honored to have worked alongside the MC2 team toward this successful outcome", said Trevor Talkie, Senior Associate at Benchmark International. 

Leo VanderSchuur, Director at Benchmark International added, "Allowing both the seller and acquirer to prosper and benefit is always an ideal end result. On behalf of Benchmark International, I'd like to wish both parties the best of luck moving forward." 

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How Can I Expand My Business Internationally?

Expanding into new markets around the world is an exciting opportunity for business growth. But where do you start? There are several factors you will need to consider when undertaking a venture of this magnitude.

First and foremost, you will need to determine if expanding into a new country will be profitable. Identify your target market and assess the need for your commodity in that market. Perform a product gap analysis or SWOT analysis to determine demand and how your product or service stacks up to local products. You basically need to determine whether anyone will buy it, so it can be a wise move to test your product in that market before going any further.

Create a localized business plan to evaluate your preparedness for the venture, and set reasonable goals for the process. Expanding into new markets is akin to starting something new and it’s going to bring a new set of challenges. Consider if you need to create a new executive team to help manage the transition or if your existing team can hit the
ground running.

One of the most important steps you can take in expanding to a new market is to make sure you take the time to understand the country’s culture. Etiquette, language, and business culture can vary greatly and impact the success of your endeavor.For example, make sure your product or business name translates appropriately into the native language.

You will also need to think about the country’s logistics and how you plan to distribute your product or service. Consider legal regulations, tax laws, insurance needs, banking transactions, transport costs, data protection, and labeling requirements. You should also protect your intellectual property by looking into trademarks, patents, and design rights. Hiring an international business consultant can help you avoid any pitfalls and ensure that all your bases are covered.

Taking a product into new markets also means understanding the ins and outs of exporting. The good news is that it’s often in the best interest of most governments to boost exporting, so seek out ways that they can help you with market research, trade support, and exportation training programs. This information is typically available on government websites. You can also contact trade commissions, chambers of commerce, and other organizations
for assistance.

If you plan to acquire an existing business, you will need the proper guidance from an experienced business acquisitions firm to help find the best opportunities and broker a successful deal. There is plenty of due diligence required to adhere to local laws and make sure the terms of the acquisition suit all parties involved. At the same time, the right acquisition can be quite advantageous and reduce some of the risk that comes with an international venture. The business to be acquired has existing infrastructure in place and understanding of the local market’s regulations and relationships, offering some stability to a complex process. A sound strategy can make all the difference when buying a company.

There is a great deal to manage when expanding a business internationally, but you don’t have to do it all alone. World-class business experts with strong global connections, such as Benchmark International, can help you analyze the market, navigate the process, and tackle the world.

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How Can I sell the Business I Love ?

Bringing a business to success is an emotional journey from start to finish. Years are spent making sacrifices and taking tough decisions. So, as you get closer to retirement age, choosing to sell your business can be a bittersweet step to take. You raised your business like a child, and you have grown attached to it. How do you begin to make the decision to sell it?

First and foremost, you need to know your reasons for selling. Perhaps, you started your own business, so you could take control of your life and call the shots. Maybe, it was to provide a better life for you or your family. If you are reaching retirement age, then you have probably made a full circle and came back to those initial reasons. Those same motivators can be the drivers behind your ultimate decision to develop a strategy so that you can exit your company.

You love your business, but you love your family too. Perhaps you feel it’s come time to refocus your time and energy on your personal life. That’s okay, and you have several options at your disposal. Balancing work life and home life can be a challenge. Don’t let your obligations to your business keep you from fulfilling your goals at home.

If the decision to sell is on the table, there are a few paths you can take. A partial sale of your business is one option. This option is intriguing if you aren’t sure if you are ready to leave your business entirely. Bringing in a strategic buyer for your business that can begin working alongside you and help your business grow to its full potential will give you more time for your personal goals, while still allowing you to stay involved in your business. You can take on a less rigorous role without having to step down completely.

Strategic buyers are looking for a synergistic partnership that will allow them to either expand their footprint within a particular market, or one that will give them the chance to break into a new industry. Your business will add value to a strategic buyer’s plans , so they will want to see success in your company. This means your incentives will be aligned and if your company isn’t successful, neither is theirs.

Another option is a sale with an eventual complete exit. A complete sale does not have to happen immediately. You can slowly transition out of your business over time. This is a good option if you want to retire and leave your business completely, but care about your employees and the legacy you’ve left behind after you are gone.   

A buyer who buys your business out right is called a financial buyer. Your business is an investment, and this buyer will need to have a management team in place, most likely your management team. If you want to make sure your business is going to be okay without you, it’s a good idea to transition with the business, so your employees can get acclimated to the changes as well.

Also, if your employees see your commitment and support to transitioning through the changes with them, it will help alleviate doubts they might be having about the sale themselves. When you decide to leave the business you love, you want to make sure you are leaving it in the right hands, and you want to make sure the employees who helped you build it are in good hands as well.

One thing you definitely should not do is tackle a sale on your own. If you are vested in focusing on selling your business and neglect your daily responsibilities within the business itself, you can potentially harm your business because your focus has shifted. Successfully completing a sale takes a great deal of time and understanding of the mergers and acquisitions transaction process. Patience is a virtue, and selling your business will take a little time, but with the right team in place, you can get maximum value for your company.

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4 Things I Can Do to Replace Myself in my Business

As a business owner, you sacrifice a great deal of time and hard work to bring your business to success. As the business grows, your workload does too. You start in the front driving innovation and sales, then you end up in the shadows working on daily operational tasks, often obligatory, just to keep things afloat. You know you’re needed to keep the business running, but you want to make sure it continues to operate efficiently if you aren’t around.

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Benchmark international Facilitates the Acquisition of Urban Design Group PC to Dunaway Associates LP

Benchmark International has successfully facilitated the acquisition of Urban Design Group PC to Dunaway Associates LP. Benchmark International worked hard to find a buyer that was a good cultural fit for the business and would allow each of the three principals achieve their personal goals.

Urban Design Group PC is a Texas-based professional firm that provides a full range of civil engineering, urban design, and surveying services to a diverse group of clientele in the Austin market. UDG has been "shaping the urban environment" since 1981. UDG brings 37 years of engineering experience to the Austin, Texas area, and this experience will be beneficial in the years to come through their new partnership.

A professional services company with over 60 years of delivering results and an expansive footprint in the state of Texas, Dunaway was an obvious choice for a buyer. Dunaway provides services including civil engineering, structural engineering, planning and landscape architecture, environmental and surveying. The acquisition of UDG will provide Dunaway with surveying and planning operations , two services the firm offered in its other offices but were missing in Austin.

Laura Toups of Urban Design Group stated “The Benchmark International Austin team brought invaluable results to this transaction for us. They put our personal and professional objectives at the front of their objectives in driving this deal through to the end. They presented us with a variety of potential buyers to fit our needs. In the end, they were able to provide a buyer that would culturally align with our vision. We would highly recommend the Benchmark International team of experts to anyone planning to successfully exit their business.”

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11 Reasons to Have the Exit Conversation

When the mention of selling your business comes up, you might feel a little uneasy about starting the discussion. Your business is your baby, and the thought of letting go can be overwhelming. The truth is; however, failing to plan is a plan to fail when it comes to your business exit strategy. You need to have an exit strategy in place for your business. Everyone thinks of their future, but they don’t always take active steps in the present to prepare for what they want tomorrow. There are many reasons why you should discuss when and how to exit your business. Here are eleven reasons to have the exit conversation now:

1) Anything can happen at any time – This is so true. We cannot anticipate what will happen unexpectedly. For this reason, you need to have an emergency exit plan in place. What will you do if you have something happen that requires you to step down from your business quickly?

2) Family obligations are taking more time from the business – Business owners run businesses and have families all the time, but depending on the size of your business and the size of your family, you may need to spend more time away from the business. If you don’t have a team in place that can run the business without you for a few days, exiting might be your best bet.

If obligations, such as an ill family member, or a lot of educational or extracurricular commitments for your children are taking from your time, you could experience a negative shift in the dynamic of your business. A strategic partner can help you free up some time for your family while still allowing you to take an active part in your business’s growth. This type of partnership doesn’t require an immediate exit from your business and allows you to discuss an end-goal for this exit strategy with the partner you join.

3) Personal health issues are pulling you away from the business – When your personal health is in decline, it can be difficult to continue running the business. A business owner doesn’t need the undue stress caused by juggling an illness and the company.

Furthermore, if you find your health declining, or the health of a close loved-one, your priorities might change. Your view on where your time needs to be spent might be more focused on your personal relationships versus constantly working on growing your business.

Again, spending your time away from the business will have a direct negative effect on your revenue and daily operations. This makes the goal of achieving maximum value more challenging. Therefore, having an exit plan is essential.

4) You don’t have anyone in place to take over the business – You’re a great leader, and you run your business like a well-oiled machine. However, what happens when you’re gone? You need to have a plan in place. If you find your children aren’t interested in taking over, or if you don’t have any children, or if you don’t have a manager in place to take over, you need to know what you will do when it’s time to leave your business behind.

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When Do I Tell My Employees I'm Selling?

The thought of selling your business has been on your mind for quite some time, and now you have made the decision to sell. The business is ready to go and you have been working with your advisor to bring in a suitable buyer. The offer comes in and you have signed a letter of intent. The process is in motion, and this is what you have been waiting for, but what about your employees? Your exit plan has been on your mind, but your employees probably haven’t given much thought to what will happen if and when you exit the business. You have a couple options when it comes to sharing the news of your business sale to your employees.

Share Nothing:

Some business owners opt to not share the decision to sell with their employees at all. This option can be viewed as inconsiderate, but it does alleviate the risk of a mass exodus from the company. There are pros and cons to any decision, but not telling your employees right away and keeping information for yourself allows you to keep them from undue stress.

It’s important to protect the integrity of the deal and the company. This means you need to keep details under wraps. If you spill the beans to your employees, there is no guarantee that the information will stay within your company, and it could be concerning for your client base if they catch a whiff of the pending sale.

This doesn’t mean you can’t put things in place to protect your employees through a transition, of course. You just need to pay attention to their needs and ask your advisor what your options are in a sale. If you choose this route, you need to be prepared to extinguish any rumors and answer employee questions the best you can if they notice any changes taking place.

Keep Them in the Loop:

Some owners think the best policy is to be transparent with employees from the outset. The decision to sell has been made, and you are exploring options. So, you want to inform your employees what’s going on. You can be up front with employees and let them know of your plans to sell and your desire to find the right buyer for the company who will instill the same values you hold as a business leader.

This will need to be handled delicately, so your employees will remain comfortable throughout the process. You will need to drive home the initiative that you are doing what is best for the company as a whole and selling the business doesn’t mean the end of the business but rather the growth of the business. It is important to keep the conversation positive, so your employees will get on board with your plans.

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Benchmark International's Luis Vinals Announced as Winner of the 9th Annual Emerging Leaders Awards

The M&A Advisor announced the winners of the Emerging Leaders Awards on Tuesday, June 26, 2018. The M&A Advisor, renowned globally for its recognition of leading M&A, financing and turnaround professionals, created this event to promote mentorship and professional development amongst the emerging business leaders. Luis Vinals was chosen from a pool of nominees by an independent judging panel of distinguished business leaders.

“The Annual M&A Advisor Emerging Leaders Awards was born as the 40 Under 40 Awards in the United States in 2010 to recognize and celebrate the achievements of young M&A, Financing and Turnaround professionals who had reached a significant level of success and made a notable contribution to their industry and community. With the expansion of the Emerging Leaders program to the United Kingdom, and Europe in 2016, the 2018 US award winners join a truly global network of outstanding young professionals,” said David Fergusson, President and Co-CEO of The M&A Advisor.

On Friday, September 14th, 2018 The M&A Advisor will host a black tie Awards Gala at the New York Athletic Club in Manhattan to introduce the Emerging Leaders Award Winners to the business community and celebrate their achievements. The Awards Gala is a feature of the 2018 Emerging Leaders Summit – an exclusive event pairing current and past Emerging Leaders winners together with their peers and industry stalwarts.

Luis Vinals is a Transaction Director at Benchmark International. He leads a team of analysts to help achieve Benchmark International’s clients’ goals of growing or exiting their businesses. Luis has experience in many different industries including, importing/exporting, specialty manufacturing, business services, etc. Luis’s experience in international trade and banking provides a unique perspective to the various transactions that he leads.

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Benchmark International Facilitates the Sale of Sonne Tribble, LLC

Benchmark International has successfully facilitated the sale of Sonne Tribble. LLC dba Chris’s Custom Cabinets. Chris’s Custom Cabinets is a well-established manufacturer of high-end, custom cabinets for luxury home builders, remodelers, and individual homeowners.

The acquirer is a high net worth individual who was looking to acquire and run a single business in the Mid-South region. This individual’s experience in the construction industry and personal hobbies made this venture a good fit. The buyer plans to continue the legacy of Chris’s Custom Cabinets and make the business grow.

The Benchmark International team put in the man power to search various local markets to find the perfect buyer for this organization. In addition, the team worked alongside all involved parties to see the deal through to completion. Benchmark International brought its expertise to the table to bring the deal through to the closing. The deal was accomplished by utilizing the SBA program, which provided the prior owner a liquidity event and exit strategy.

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Benchmark International Facilitates the Sale of Residential Air Conditioning Services LLC to Coastland Enterprises LLC DBA Temperature Pro

Benchmark International has successfully represented Residential Air Conditioning Services LLC in their sale to Coastland Enterprises LLC DBA Temperature Pro. Residential Air Conditioning Services, LLC provides AC service, repair, and AC installation, as well as heating repair in Houston, Texas. The company services and installs all brands of HVAC-R equipment for commercial and residential customers as well as for new construction.

The Benchmark International team worked hard to find a buyer that would be a good fit for Residential Air Conditioning Services, LLC. Ultimately, the team found a buyer that was looking to expand its market share in the Houston area, and they got the client the best value for his business. The acquirer, TemperaturePro®, is a growing professional air conditioning and heating service with many locations throughout the United States.

Lance Abney, owner of Residential Air Conditioning Services, LLC stated “Working with Benchmark International allowed me to achieve my exit goals within an appropriate timeline. The team at Benchmark International’s Austin office was able to reach out to a multitude of buyers to find a deal that fit my needs. I would recommend using Benchmark International to anyone looking to sell their business.”

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Gregory Jackson Named CEO of the Year by Corporate Insider

Benchmark International’s Global CEO, Gregory Jackson, has been named the CEO of the Year by Corporate Insider for their 2018 M&A Awards. This marks the seventh award for Benchmark International this year and a second individual award for Mr. Jackson.

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Corporate LiveWire Names Benchmark International the 2018 M&A Mid-Market Firm of the Year

Benchmark International has been awarded the M&A Mid-Market Firm of the Year award for 2018 from Corporate LiveWire. Corporate LiveWire is a corporate news source that provides news from all corners of the globe to business professionals in the corporate sector.

Specifically, Corporate LiveWire focuses on companies involved in mergers and acquisitions, IPOs, MBOSs, and raising finance. They take a close look at the types of transactions completed in all shapes and sizes and analyze the current market. The Corporate LiveWire M&A Awards recognize and celebrate industry experts and dealmakers from across the world.

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BENCHMARK INTERNATIONAL FACILITATES THE ACQUISITION OF UBEO TO SENTINEL CAPITAL PARTNERS

Benchmark International is pleased to announce it has successfully facilitated the sale of UBEO Business Services to Sentinel Capital Partners. Retained as sell side advisors, Benchmark International tasked its US Major Transactions Team with professionals based both in Austin, Texas and Tampa, Florida to spearhead this deal. Benchmark International’s Major Transactions Team handles company sales with enterprise values in excess of $100 million.

UBEO, headquartered in San Antonio, Texas, is a provider of best-in-class document management equipment and related services. UBEO facilitates business technology integration by offering the newest, best, and most innovative ideas in hardware and software solutions to its customer base of approximately 6,000 mid-sized businesses, schools, and municipalities. With a team of more than 225 salespeople, technicians, and support staff, UBEO sells and services globally-recognized copier and printer equipment in major Texas metropolitan markets and operates seven sales sites serving the San Antonio, Austin, Dallas-Fort Worth, and Houston metropolitan areas.

Jim Sheffield, President and CEO of UBEO, said "We are very proud of the reputation we have built. UBEO outperforms its competition in the service categories that our customers value most – technical capability, service quality, and on-time delivery. Partnering with Sentinel well positions us for our next phase of profitable growth."

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